CFO Patrick O'Donnell's TreeHouse Foods (THS) awards settled in merger
Rhea-AI Filing Summary
TreeHouse Foods EVP and CFO Patrick M. O'Donnell reported equity changes tied to the company's merger with Industrial F&B Investments II, Inc. On completion of the merger, each TreeHouse common share was converted into the right to receive $22.50 in cash, less taxes and withholding, plus one contingent value right linked to potential proceeds from litigation involving part of TreeHouse's coffee business.
O'Donnell's restricted stock units and performance share units fully vested at the effective time, were converted into the same merger consideration, and his resulting common stock was canceled in the transaction. Following these actions, he reported no remaining TreeHouse common stock or RSUs.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 24,511 shares
Net Sell
6 txns
Insider
ODonnell Patrick M
Role
EVP, Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 17,807 | $0.00 | $0.00 |
| Disposition | Common Stock | 24,511 | $0.00 | $0.00 |
| Exercise | Common Stock | 17,807 | $0.00 | $0.00 |
| Disposition | Common Stock | 17,807 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 46,485 | $0.00 | $0.00 |
| Disposition | Common Stock | 46,485 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Unit — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- F1. Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of November 10, 2025, by and among TreeHouse Foods, Inc. ("TreeHouse"), Industrial F&B Investments II, Inc. ("Parent"), and Industrial F&B Investments III, Inc. ("Merger Sub"), Merger Sub merged with and into TreeHouse, with TreeHouse surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of TreeHouse's common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive (i) $22.50 in cash, less applicable taxes and withholding and (ii) one contractual contingent value right, which represents the right to receive a portion of the net proceeds, if any, resulting from certain litigation relating to part of TreeHouse's coffee business (clauses (i) and (ii) collectively, the "Merger Consideration").
- F2. Reflects vested restricted stock units ("RSUs") further described in footnote three below.
- F3. Each RSU represents a contingent right to receive one share of common stock of TreeHouse. Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time became fully vested and was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding.
- F4. Pursuant to the Merger Agreement, each performance share unit ("PSU") with respect to TreeHouse common stock subject to performance-based vesting conditions that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of TreeHouse common stock assuming that 130% of target level of performance had been achieved, and each such PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration.
FAQ
What insider transaction did TreeHouse Foods (THS) report for its CFO on February 11, 2026?
TreeHouse Foods reported that EVP and CFO Patrick M. O'Donnell had restricted stock units and performance share units vest and convert into merger consideration. The resulting common shares were then canceled as part of the merger, leaving him with no reported remaining TreeHouse common stock.
How were Patrick M. O'Donnell's RSUs treated in the TreeHouse Foods (THS) merger?
Each restricted stock unit represented one TreeHouse common share. At the merger's effective time, all outstanding RSUs became fully vested and were automatically canceled, converting into the same cash and contingent value right merger consideration as regular shares, after applicable taxes and withholding.
Does TreeHouse Foods (THS) CFO Patrick M. O'Donnell still hold company stock after the merger?
Following the reported transactions on the merger effective date, Patrick M. O'Donnell reported zero shares of TreeHouse common stock and zero restricted stock units beneficially owned, indicating his equity awards and resulting shares were fully settled and canceled in connection with the merger.
What role does the contingent value right play in the TreeHouse Foods (THS) merger?
Each former TreeHouse share now carries one contingent value right. This right may pay a portion of net proceeds, if any, from certain litigation involving TreeHouse's coffee business, allowing former shareholders to benefit from potential future recoveries related to that specific legal matter.
AI-generated analysis. How Rhea-AI works. Not financial advice.
